The Securities and Exchange Commission (``SEC'' or ``Commission'') is adopting Rule 146(b) under Section 18 the Securities Act of 1933, as amended (``Securities Act''). The purpose of the Rule is to designate securities listed on the Chicago Board Options Exchange, Tier I of the Pacific Exchange, and Tier I of the Philadelphia Stock Exchange as covered securities for the purposes of Section 18 of the Securities Act. Covered Securities under Section 18 are exempt from state law registration requirements.